Stryker Corp 8-K, filed Jan 28, 2025
Stryker Corp (SYK)
About this 8-K
Stryker Corp filed this 8-K on January 28, 2025, reporting on events of January 24, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Stryker Corporation (the “Company”) announced on January 28, 2025 that Glenn S. Boehnlein has decided to retire from his role as Vice President, Chief Financial Officer of the Company effective April 1, 2025 and that Preston W. Wells, who currently serves as Vice President, Group Chief Financial Officer for Orthopaedics, has been promoted to Vice President, Chief Financial Officer of the Company effective April 1, 2025.
There are no arrangements or understandings between Mr. Wells and any person pursuant to which Mr. Wells was selected as an officer, and no family relationships exist between Mr. Wells and any director or executive officer of the Company. Mr. Wells is not a party to any transaction to which the Company is or was a participant and in which Mr. Wells has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
Biographical Information
Mr. Wells, age 48, has been Vice President, Group Chief Financial Officer of Orthopaedics at the Company since July 2022. Prior to that, he was Vice President, Investor Relations from June 2020 to July 2022, Vice President, Financial Planning & Analysis from June 2016 to June 2020 and Senior Director, Finance from October 2015 to June 2016. Before joining the Company, Mr. Wells had 17 years of accounting and financial management experience, holding finance leadership roles at Dialight Corporation and Johnson & Johnson. Mr. Wells graduated from Bucknell University with a bachelor’s degree in accounting and earned an MBA in Supply Chain Management from Lehigh University.
Transition Agreement with Mr. Boehnlein
Mr. Boehnlein has entered into a Transition Agreement with the Company pursuant to which he will continue to be employed as Advisor to the Chief Executive Officer from April 1, 2025 until March 31, 2026 (the “Advisory Period”). During the Advisory Period, Mr. Boehnlein will continue to receive base salary at his current annual rate of $800,000, and he will continue to be eligible to receive a 2025 incentive bonus with a target bonus percentage of 100% of his annual salary subject to the terms of the applicable bonus plan. In addition, Mr. Boehnlein will be entitled to receive an Advisory Period incentive bonus in the amount of $215,000, provided he remains employed in the advisory capacity through March 31, 2026 and continues to support the transition of his roles and responsibilities. Mr. Boehnlein’s outstanding equity awards will be governed under the existing terms and conditions of the underlying award agreements and applicable long-term incentive plan, and he will not be eligible to receive any new equity awards during the term of his Advisory Period.
Letter Agreement with Mr. Wells
Pursuant to the letter agreement establishing Mr. Wells’s compensation in his new role, Mr. Wells’s annualized base salary rate will increase to $725,000 effective April 1, 2025. Mr. Wells’s bonus target will be 85% of his annual base salary, prorated for 2025 based on the portion of the year that he serves as Vice President, Chief Financial Officer and determined based on the applicable plan terms. In addition, a recommendation will be made to the Compensation and Human Capital Committee of the Board of Directors of the Company to approve awards to Mr. Wells under the Company’s long-term incentive plan in February 2025. The awards would have an aggregate target value equal to approximately $3,000,000, comprised of 40% stock options (vesting 20% on each of the first five anniversary dates of the grant date) and 60% performance stock units (vesting on March 21 of the year following a three-year performance cycle, subject to the achievement of pre-established performance goals).
The summary descriptions of the Transition Agreement with Mr. Boehnlein and the letter agreement with Mr. Wells contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by, and should be read in conjunction with, the complete text of such agreements that are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On January 28, 2025, Stryker issued a press release announcing the transition described in Item 5.02 above, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Transition Agreement, dated January 24, 2025, between Stryker Corporation and Glenn S. Boehnlein. | |
| 10.2 | Letter Agreement, dated January 27, 2025, between Stryker Corporation and Preston Wells. | |
| 99.1 | Press Release dated January 28, 2025. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STRYKER CORPORATION | ||||||
| (Registrant) | ||||||
| Dated: January 28, 2025 | By: | /s/ Tina S. French | ||||
| Name: | Tina S. French | |||||
| Title: | Corporate Secretary | |||||
Exhibit 10.1
January 24, 2025
Dear Glenn:
In connection with your decision to retire from Stryker and to develop a plan for transitioning your roles and responsibilities, it is with pleasure that I hereby confirm our offer for you to serve as Advisor to the CEO, reporting to Kevin Lobo, beginning on April 1, 2025 until March 31, 2026 (“Advisory Period”).
If you choose to accept this offer, as an Advisor to the CEO your responsibilities during the Advisory Period would include the following: transitioning your responsibilities as the Vice President, Chief Financial Officer to the new leaders responsible for the areas of responsibility you currently lead, providing advice and information related to the CFO transition process, including, but not limited to finalizing quarter-end and year-end financials, serving as a key advisor to the CFO of Stryker with regard to various financial matters and relationships with investors, providing requested advice on potential mergers and acquisitions, executing materials required to remove yourself as an officer or signer on behalf of Stryker, and providing other leadership and support as requested by Stryker for other matters. At the end of the Advisory Period, your employment with Stryker will end. The terms of your compensation and benefits will remain the same as is currently in effect through the end of the Advisory Period, which for the avoidance of doubt will include the following:
| • | Your salary will remain at the annualized amount of $800,000. You will not be eligible for salary increases during Stryker’s regular compensation review process in 2025 or at any time during the term of your Advisory Period. |
| • | You will continue to be eligible for a 2025 incentive bonus with a target bonus percentage of 100% ($800,000) of your annual salary. Terms of the bonus and your objectives will remain consistent with the applicable Bonus Plan for 2025. Payout of the bonus will be made at the time bonuses are paid out to other Stryker employees. |
| • | In exchange for your assistance in the transition of your roles and responsibility and agreeing to serve as Advisor to CEO through the Advisory Period, Stryker will pay you an incentive bonus in the amount of |
$215,000. To receive the bonus, you must remain employed by Stryker, in good standing, through the Advisory Period and continue to support the transition as outlined above. Stryker will pay the incentive bonus within thirty (30) calendar days after the end of the Advisory Period.
| • | Your participation in Stryker’s 401(k) plan, Supplemental Savings and Retirement Plan, executive health examination program, and stock awards including stock options, RSUs and PSUs will continue to be governed by the terms of those plans. Included in these terms is the ongoing vesting of granted stock awards through the end of the Advisory Period. You will not be eligible to receive any new stock awards during the term of your Advisory Period. |
| • | Assuming the Board of Directors approves, we expect to provide you with a transition services benefit that is intended to assist you with the successful transfer of your current responsibilities to the leaders that will be assuming those responsibilities, and to support you in your move to retirement. |
Other provisions of your employment relationship with Stryker will continue in effect, meaning that you agree to abide by the requirements and guidelines set forth in Stryker’s Code of Conduct and other policies (including but not limited to guidelines concerning Conflicts of Interest), Stryker’s Employee Handbook and the terms of Stryker’s Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement that you signed. You also acknowledge that you are aware of Stryker’s at-will employment relationship with you.
To accept this offer, please sign this letter on the space provided below and return it to me. If you have any questions, please feel free to contact me.
Sincerely,
| /s/ Katy Fink |
| Katy Fink |
| Vice President, Chief Human Resources Officer |
I accept this offer of employment during the Advisory Period with Stryker and agree to the terms and conditions outlined in this letter:
| /s/ Glenn Boehnlein 1/24/2027 |
| Glenn Boehnlein Date |
c: Employee file, Kevin Lobo
Exhibit 10.2
Kevin A. Lobo
Chair and CEO
January 27, 2025
Preston Wells
Subj: Promotion and Compensation Changes
Dear Preston,
It is with pleasure that I confirm your promotion to Vice President, Chief Financial Officer, effective April 1, 2025. A summary of the compensation package related to your new role is as follows:
Annualized Base Salary and Bonus Target
| • | Your annualized Base Salary will increase to $725,000. |
| • | This pay increase will be effective April 1, 2025. |
| • | Your annualized Bonus Target will be $616,250 (85% of your annualized Base Salary). Your bonus in 2025 will be prorated based on the effective date of this position change. |
| • | You are scheduled to receive a performance review in February 2026, and you are eligible for a merit increase in March 2026 based upon your performance. Subsequent reviews will be conducted annually. |
2025 Stock Award
| • | A recommendation will be made that the Compensation and Human Capital Committee of the Board approve an award to you of stock options and performance stock units (PSUs) under Stryker’s Long-Term Incentive Plan in February 2025. The target amount granted to you under this recommendation will be approximately $3,000,000 in award date value, comprised of 60% in PSUs and 40% in stock options. Except as otherwise provided in the Terms and Conditions, stock options would have a ten-year term and vest as to 20% of the underlying shares on each of the first five anniversary dates of the grant date. Vesting of any PSUs occurs on March 21 of the year following the three-year performance cycle, with the amount of shares earned subject to the achievement of pre-established performance goals. |
As you already work for Stryker, you understand that by accepting this position, other provisions of your employment relationship with Stryker will continue in effect, meaning that you agree to abide by the requirements and guidelines set forth in Stryker’s Code of Conduct and other policies (including but not limited to guidelines concerning Conflicts of Interest), Stryker’s Employee Handbook and the terms of Stryker’s Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement that you signed. You also acknowledge that you are aware of Stryker’s at-will employment relationship with you.
Congratulations on your new role. I look forward to your future contributions toward positioning Stryker for success.
| Sincerely, | ||
| /s/ Kevin A. Lobo | ||
| Kevin A. Lobo | ||
| Chair and Chief Executive Officer | ||
I accept this offer of employment with Stryker and agree to the terms and conditions outlined in this letter:
| /s/ Preston Wells |
| Preston Wells |
| 1/27/2025 Date |
Exhibit 99.1
Stryker announces the retirement of Glenn S. Boehnlein and the promotion of Preston Wells to Vice President, Chief Financial Officer
Portage, Michigan – January 28, 2025 – Stryker (NYSE: SYK) announced today that Glenn S. Boehnlein will retire from his role as Vice President, Chief Financial Officer. Boehnlein’s decision follows an impressive 22-year career at Stryker. Preston Wells, who currently serves as Group CFO for Stryker’s Orthopaedics Group, will assume the role of Vice President, Chief Financial Officer effective April 1, 2025.
“I want to thank Glenn for his performance drive, strong business partnership, and excellent leadership of the Finance and IT organizations. Glenn is a growth champion who invested in developing talent, including Preston Wells, who has been promoted to Chief Financial Officer,” stated Kevin A. Lobo, Chair and Chief Executive Officer, Stryker. “I am confident in Preston’s ability to help Stryker continue to deliver strong results.”
Wells has held various finance roles at Stryker. In his current role, he collaborates with the Joint Replacement, Trauma & Extremities, Spine, and Digital, Robotics, and Enabling Technologies teams to deliver market leading growth, while providing financial and strategic leadership across the Orthopaedics Group. Previously, Wells led Investor Relations, Enterprise Financial Planning & Analysis, and the sales finance and sales operations teams that supported Stryker’s Spine business.
Before Stryker, Wells had 17 years of senior accounting and financial management experience, holding finance leadership roles at Dialight Corporation and Johnson & Johnson. He graduated from Bucknell University with a bachelor’s in accounting and earned an MBA in Supply Chain Management from Lehigh University.
About Stryker
Stryker is a global leader in medical technologies and, together with our customers, we are driven to make healthcare better. We offer innovative products and services in MedSurg, Neurotechnology and Orthopaedics that help improve patient and healthcare outcomes. Alongside our customers around the world, we impact more than 150 million patients annually. More information is available at www.stryker.com.
Contacts
For investor inquiries please contact:
Jason Beach, Vice President, Finance and Investor Relations at 269-385-2600 or jason.beach@stryker.com
For media inquiries please contact:
Yin Becker, Vice President, Chief Corporate Affairs Officer at 269-385-2600 or yin.becker@stryker.com